Ƶ

Incorporation Agreement Template for Philippines

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Incorporation Agreement

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Incorporation Agreement

"Need an Incorporation Agreement for a Philippine technology startup with three founders (two local, one foreign investor from Singapore) planning to launch in March 2025, with specific provisions for intellectual property protection and employee stock options."

Document background
The Incorporation Agreement is a crucial legal document required when establishing a new corporation in the Philippines. It must comply with the Revised Corporation Code of the Philippines (Republic Act No. 11232) and related SEC regulations. This document is typically prepared when founders decide to formally incorporate their business, requiring detailed information about the proposed corporation's structure, capitalization, governance, and operations. The agreement serves multiple purposes: it formalizes the relationship between incorporators, establishes the corporation's legal existence, defines management structures, and ensures compliance with Philippine corporate laws. It forms part of the required documentation for SEC registration and serves as a reference point for future corporate governance matters.
Suggested Sections

1. Parties: Identifies all incorporators/founders with their complete names, nationalities, and addresses as required by Philippine law

2. Background: States the intention to form a corporation under Philippine law and brief context of the incorporation

3. Definitions: Defines key terms used throughout the agreement, including corporate terminology and specific references to Philippine laws

4. Formation of the Corporation: Declares the establishment of the corporation, including its name, principal office, and term of existence

5. Purpose and Powers: States the primary and secondary purposes of the corporation as will be registered with the SEC

6. Capital Structure: Details the authorized capital stock, par value, and initial subscriptions of each incorporator

7. Share Issuance and Transfer: Establishes procedures for issuing shares and restrictions on their transfer

8. Rights and Obligations of Shareholders: Outlines shareholder rights, voting procedures, and meeting requirements

9. Board of Directors: Specifies board composition, qualifications, election procedures, and powers

10. Officers: Defines officer positions, appointment procedures, and duties

11. Meetings and Procedures: Details requirements for shareholder and board meetings, including notice and quorum requirements

12. Financial Matters: Covers fiscal year, accounting records, and dividend policies

13. Termination and Dissolution: Specifies conditions and procedures for corporate dissolution

14. General Provisions: Includes standard clauses on notices, amendments, and governing law

Optional Sections

1. Pre-incorporation Expenses: Details how expenses incurred before incorporation will be handled - include if there are substantial pre-incorporation costs

2. Foreign Ownership Provisions: Special provisions regarding foreign ownership limits and compliance - include if foreign investors are involved

3. Intellectual Property Rights: Provisions regarding ownership and transfer of IP to the corporation - include if IP assets are being transferred

4. Non-competition and Confidentiality: Restrictions on incorporators' competing activities - include for businesses with sensitive IP or market position

5. Tag-along and Drag-along Rights: Special share transfer provisions - include for corporations with significant investment components

6. Deadlock Resolution: Mechanisms for resolving shareholder disputes - include for corporations with equal shareholding

7. Management Provisions: Detailed management structure and responsibilities - include for complex organizational structures

Suggested Schedules

1. Schedule A - Share Subscription Details: Detailed breakdown of initial share subscriptions by each incorporator

2. Schedule B - Assets Contribution: List of any assets being contributed to the corporation in exchange for shares

3. Schedule C - Initial Directors and Officers: List of initial directors and officers with their details

4. Schedule D - Special Rights and Restrictions: Detailed terms of any special share classes or rights

5. Appendix 1 - Form of Share Certificate: Template of the corporation's share certificate

6. Appendix 2 - Corporate By-laws: Complete set of corporate by-laws as required by Philippine law

7. Appendix 3 - Specimen Signatures: Specimen signatures of all incorporators and initial officers

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses




































Relevant Industries

Technology

Manufacturing

Retail

Financial Services

Real Estate

Healthcare

Education

Construction

Agriculture

Professional Services

Transportation

Hospitality

Mining

Energy

Telecommunications

Media and Entertainment

Relevant Teams

Legal

Corporate Secretariat

Compliance

Executive Leadership

Board of Directors

Corporate Governance

Finance

Risk Management

Business Development

Investment

Administration

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Chief Financial Officer

Board Director

Corporate Governance Officer

Managing Director

Business Development Manager

Investment Manager

Risk Manager

Corporate Planning Officer

Startup Founder

Entrepreneur

Legal Administrator

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

Find the exact document you need

Non Binding Agreement

A Non-Binding Agreement template under Philippine law for structuring preliminary business discussions and proposed arrangements while maintaining no legal obligations.

find out more

Bilateral Contract (Real Estate)

A Philippine law-compliant bilateral contract for real estate transactions, facilitating legal property transfer between parties with necessary terms and conditions.

find out more

Business Agreement

Template for a Philippine-law compliant business agreement, structured to establish clear commercial relationships while meeting local legal requirements.

find out more

Option Contract (Real Estate)

A Philippine law-governed contract granting exclusive rights to purchase specific real estate property under preset terms and conditions within a defined timeframe.

find out more

Written Agreement For Payment

A legally binding payment agreement under Philippine law that establishes payment terms, schedules, and obligations between parties.

find out more

Land Lease Agreement Form

A Philippine law-compliant agreement establishing terms for leasing land between property owner and tenant, including rental terms, usage rights, and obligations.

find out more

Bilateral Contract

A bilateral contract template compliant with Philippine law, establishing reciprocal obligations between two parties.

find out more

Consignment Agreement Form

A Philippine law-governed agreement establishing terms for consignment sales arrangement between product owner and seller, including commission and inventory management terms.

find out more

General Tenancy Agreement

A Philippine law-compliant agreement establishing terms and conditions for property rental between landlord and tenant.

find out more

Standard Form Contract

A standardized contract template compliant with Philippine law, designed for regular business-to-consumer transactions with pre-set terms and conditions.

find out more

Contract Agreement Form

A comprehensive Contract Agreement Form template compliant with Philippine law, designed for establishing legally binding business relationships.

find out more

Money Agreement Between Two Parties

A comprehensive money lending agreement template compliant with Philippine law, structuring financial transactions between two parties.

find out more

Written Agreement

A formal Written Agreement compliant with Philippine law, establishing legally binding obligations between parties with clear terms and enforcement mechanisms.

find out more

Simple Contract

A straightforward legal agreement governed by Philippine law that establishes basic contractual relationships between parties, ensuring compliance with the Civil Code of the Philippines.

find out more

Side Agreement

A supplementary agreement under Philippine law that modifies or clarifies terms of an existing primary agreement while maintaining compliance with Philippine civil and commercial legislation.

find out more

Mutual Agreement Between Two Parties

A legally compliant template for Mutual Agreements between two parties under Philippine law, suitable for various business relationships.

find out more

Lease Agreement With Option To Purchase

A Philippine law-governed agreement combining property lease terms with a future purchase option, establishing conditions for both temporary use and potential acquisition.

find out more

Incorporation Agreement

A foundational legal document under Philippine law that establishes a new corporation and defines its basic structure, governance, and operational framework.

find out more

Formal Agreement

A binding legal agreement drafted under Philippine law that establishes formal business relationships and obligations between parties.

find out more

Fixed Term Tenancy Agreement

A Philippine law-compliant agreement establishing fixed-term rental terms between landlord and tenant, governed by the Rent Control Act and Civil Code of the Philippines.

find out more

Contract For Selling A Car

A Philippine law-compliant contract for the sale and transfer of ownership of a motor vehicle, including essential terms and conditions for both parties.

find out more

Casual Worker Contract

A Philippine-compliant contract for casual employment arrangements, establishing terms and conditions for temporary or intermittent work relationships.

find out more

Business Transfer Agreement

A Philippine law-governed agreement facilitating the complete transfer of business ownership, assets, and operations between entities, ensuring regulatory compliance and smooth transition.

find out more

Boilerplate Agreement

A versatile Boilerplate Agreement template compliant with Philippine law, designed for various business relationships and transactions.

find out more

Tooling Agreement

A Philippine law-governed agreement establishing terms for industrial tool development, supply, and usage rights between manufacturing parties.

find out more

Service Agreement Terms And Conditions

Philippine-law governed terms and conditions document outlining service provision arrangements between provider and client.

find out more

Representation Agreement

A Philippine law-governed agreement establishing the terms and conditions between a principal and their appointed representative, defining scope, territory, and mutual obligations.

find out more

Provisional Agreement

A temporary contractual arrangement under Philippine law that establishes interim terms and conditions between parties while evaluating longer-term collaboration possibilities.

find out more

Preliminary Agreement

A pre-contractual document under Philippine law that establishes the framework for negotiations and initial terms between parties before finalizing a detailed agreement.

find out more

Notary Rent Agreement

A legally binding rental agreement authenticated by a notary public under Philippine law, establishing terms and conditions between lessor and lessee.

find out more

Non Compete Agreement Between Companies

A Philippine law-governed agreement establishing competitive restrictions between companies, defining scope, duration, and territorial limitations of non-compete obligations.

find out more

Lease With Option To Buy

A Philippine law-governed agreement combining property lease terms with a future purchase option, structured to comply with local real estate and contract laws.

find out more

Land Agreement Between Two Parties

A Philippine law-compliant agreement for the transfer of land ownership between two parties, incorporating all essential legal requirements and protections.

find out more

Contract Agreement Between Two Parties

A bilateral agreement under Philippine law establishing legally binding obligations between two parties, with comprehensive terms and conditions for business relationships.

find out more

Common Terms Agreement

A Philippine law-governed agreement establishing common terms for syndicated lending facilities, standardizing the relationship between multiple lenders and borrower(s).

find out more

Buyer Agency Agreement

A Philippine-law governed agreement establishing a professional relationship between a real estate agent and property buyer, outlining the agent's authority, duties, and compensation terms.

find out more

Statement Of Agreement

A formal document under Philippine law that records mutual understanding and commitments between parties, serving as a simplified yet legally binding agreement.

find out more

Contract For Service And Contract Of Service

A dual-purpose contract template for employment and independent contractor relationships compliant with Philippine law and regulations.

find out more

Preliminary Contract

A Philippine law-governed binding preliminary agreement that establishes the framework and obligations for parties negotiating toward a final contract.

find out more

Agreement Between Buyer And Seller Of Property

A legally binding agreement for property sale and purchase in the Philippines, compliant with Philippine property law and transfer requirements.

find out more

Security Agreement Form

A Philippine law-governed agreement creating security interests in collateral to secure obligations, compliant with RA 11057 and the Civil Code.

find out more

Room Rental Agreement Shared Housing

A Philippine law-compliant agreement for renting a room in shared housing, outlining terms for private and common spaces, payments, and house rules.

find out more

Labour Contract Agreement For Construction Of House

Philippine-compliant labor contract for residential house construction, outlining worker and contractor obligations under local labor and building laws.

find out more

House Construction Agreement Between Owner Contractor

A Philippine law-governed agreement between a property owner and contractor for residential house construction, outlining construction terms, obligations, and compliance requirements.

find out more

Confidentiality And Non Disclosure Agreement

A Philippine law-governed agreement establishing confidentiality obligations between parties, protecting sensitive business information and ensuring compliance with local data privacy regulations.

find out more

Rental Contract

A Philippine law-compliant agreement establishing terms and conditions for property rental between landlord and tenant.

find out more

Intent To Purchase Agreement

A preliminary agreement under Philippine law that formalizes a potential buyer's interest in acquiring assets or property, setting the framework for due diligence and final purchase negotiations.

find out more

Professional Services Retainer Agreement

A Philippine law-governed agreement establishing terms for ongoing professional services provided on a retainer basis.

find out more

Sale Of Business Contract

A Philippine law-governed agreement for the transfer of business ownership, detailing terms, conditions, and obligations of the sale transaction.

find out more

Dispute Resolution Agreement

A Philippine law-governed agreement establishing procedures for alternative dispute resolution between parties, including mediation and arbitration processes.

find out more

Umbrella Agreement

A Philippine law-governed master agreement establishing the framework for multiple future specific agreements between parties.

find out more

Share Purchase Agreement

A legal agreement under Philippine law governing the sale and purchase of shares in a company, detailing terms, conditions, and obligations of all parties involved.

find out more

Professional Services Contract

A Philippine law-governed agreement establishing terms and conditions for professional services between a service provider and client.

find out more

Consulting Services Agreement

A Philippine law-governed agreement establishing terms and conditions for professional consulting services, including scope, payment, and obligations of both parties.

find out more

Statement Of Work Contract

A Philippine-law governed contract defining specific services, deliverables, and performance standards between service provider and client.

find out more

Employment Settlement Agreement

A Philippine law-governed agreement that documents employment separation terms and settlement conditions between employer and employee, ensuring legal compliance and mutual protection.

find out more

Business Sale Agreement

A legally binding agreement under Philippine law that documents the terms and conditions for the sale and purchase of a business, including assets, liabilities, and operational elements.

find out more

Non Solicitation Agreement

A Philippine-law governed agreement that prevents solicitation of employees, customers, or suppliers, designed to protect business interests while maintaining compliance with local employment laws.

find out more

Buy Sell Agreement

A Philippine law-governed agreement documenting the sale and transfer of assets, goods, or property between parties, specifying terms, conditions, and obligations of the sale.

find out more

Master Service Agreement

A Philippine law-governed umbrella agreement establishing general terms and conditions for ongoing service relationships between service provider and customer.

find out more

Assignment And Assumption Agreement

A Philippine law-governed agreement that documents the transfer of rights and obligations from one party to another, including all necessary consents and regulatory compliance requirements.

find out more

Yearly Contract Agreement

A Philippine law-governed annual contract defining parties' rights, obligations, and responsibilities for a one-year term.

find out more

Work For Hire Agreement

A Philippine-law governed agreement establishing terms for work creation and intellectual property ownership transfer from worker to company, compliant with local labor and IP laws.

find out more

Work Contract Agreement

A Philippine-law governed employment agreement establishing terms and conditions between employer and employee, compliant with local labor regulations.

find out more

Work Agreement

A Philippine law-compliant employment contract establishing terms and conditions between employer and employee, including statutory requirements and benefits.

find out more

White Label Agreement

A Philippine law-governed agreement allowing one party to rebrand and sell another party's products or services under their own brand name.

find out more

Website Development Agreement

A Philippine law-governed agreement establishing terms and conditions for website development services, including project scope, deliverables, and legal compliance requirements.

find out more

Website Contract

A Philippine-law governed agreement for website development and maintenance services, outlining terms, responsibilities, and deliverables between service provider and client.

find out more

Web Development Contract

A Philippine-law governed agreement establishing terms and conditions for web development services, including scope, deliverables, and compliance requirements.

find out more

Volunteer Contract

A Philippine law-compliant agreement establishing the terms and conditions of voluntary service between an organization and a volunteer.

find out more

Voluntary Service Agreement

A Philippine-law governed agreement establishing the terms and conditions between an organization and a volunteer, compliant with RA 9418.

find out more

Virtual Assistant Contract

Philippine-law governed agreement establishing terms and conditions between a client and virtual assistant as an independent contractor.

find out more

Venue Rental Agreement

A Philippine law-governed agreement establishing terms and conditions for temporary venue rental, including usage rights, fees, and operational requirements.

find out more

Vendor Services Agreement

A commercial agreement governed by Philippine law that establishes terms and conditions for vendor-provided services, ensuring compliance with local regulatory requirements.

find out more

Vendor Contract

A vendor contract template compliant with Philippine law, governing the relationship between companies and their suppliers/vendors.

find out more

Vending Machine Agreement

A Philippine law-governed agreement for vending machine installation and operation, covering location rights, revenue sharing, and operational requirements.

find out more

Vehicle Lease Agreement Between Individual And Company

A Philippine law-governed agreement between a company and individual for vehicle leasing, detailing terms, conditions, and mutual obligations.

find out more

Vehicle Lease Agreement

A Philippine law-governed agreement establishing terms and conditions for vehicle leasing, including payment terms, maintenance obligations, and usage restrictions.

find out more

Vehicle Agreement Between Two Parties

A Philippine law-compliant agreement for transferring vehicle ownership between two parties, including purchase terms and transfer conditions.

find out more

Variation Agreement

A legal document under Philippine law used to modify or amend terms of an existing contract while maintaining its fundamental structure.

find out more

Trust Contract

A legal document governed by Philippine law that establishes a trust relationship between settlor, trustee, and beneficiaries for asset management and distribution.

find out more

Tripartite Contract

A three-party agreement governed by Philippine law that establishes mutual rights and obligations between three distinct entities.

find out more

Tree Removal Agreement Between Neighbors

A Philippine law-compliant agreement between neighbors for tree removal, including regulatory compliance, responsibilities, and cost-sharing arrangements.

find out more

Simple House Rental Contract

A straightforward residential lease agreement for property rentals in the Philippines, compliant with local laws and regulations.

find out more

Simple House Rental Agreement

A straightforward house rental agreement template compliant with Philippine law, establishing basic terms between landlord and tenant for residential property rental.

find out more

Transportation Contract

A contract governing transportation services in the Philippines, establishing terms between service providers and clients while ensuring compliance with Philippine transportation laws.

find out more

Transfer Of Ownership Agreement

A Philippine law-governed agreement that formally documents and executes the transfer of ownership rights between parties, ensuring compliance with local legal requirements and regulations.

find out more

Transfer Of Business Ownership Agreement

A legally binding agreement under Philippine law that documents the transfer of business ownership between parties, including terms, conditions, and compliance requirements.

find out more

Simple Farm Land Lease Agreement Form

Philippine-compliant farm land lease agreement establishing terms between landowner and farmer for agricultural land use and cultivation.

find out more

Trailer Rental Agreement

A Philippine law-compliant agreement establishing terms and conditions for trailer rental between lessor and lessee, including rental terms, maintenance, and liability provisions.

find out more

Trading Agreement

A Philippine law-governed agreement establishing terms and conditions for commercial trading relationships between parties, including purchase, sale, and exchange of goods or services.

find out more

Trademark License Agreement

A Philippine law-governed agreement allowing the controlled use of trademarks by licensees, subject to specific terms and conditions under Philippine IP regulations.

find out more

Trade Contract

A Philippine law-governed agreement establishing terms and conditions for commercial trade between parties, including product, pricing, and delivery specifications.

find out more

Toll Manufacturing Agreement

Philippine-law governed agreement establishing terms for toll manufacturing services, including quality standards, processes, and regulatory compliance.

find out more

Tenant Agreement

A Philippine law-compliant agreement establishing rental terms and conditions between landlord and tenant, defining rights, obligations, and operational parameters of the lease.

find out more

Tenancy In Common Agreement

A Philippine law-governed agreement establishing rights and obligations between multiple property co-owners under a tenancy in common arrangement.

find out more

Teaming Agreement

A Philippine law-governed agreement establishing collaboration between parties for pursuing specific business opportunities, defining roles, responsibilities, and terms of cooperation.

find out more

Suretyship Agreement

A Philippine law-governed agreement where a surety guarantees the obligation of a principal debtor to a creditor, creating a legally binding secondary obligation.

find out more

Support Contract

A Philippine law-governed agreement establishing terms and conditions for support services, including service levels, obligations, and performance metrics.

find out more

Support Agreement

A Philippine-law governed agreement establishing terms and conditions for providing support services, including service levels, responsibilities, and compliance requirements.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: /our-research
Oops! Something went wrong while submitting the form.

ұԾ’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; ұԾ’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our for more details and real-time security updates.